Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- ALCOA (1)
- Aluminum Co. of America v. Essex Group (1)
- Choice of forum (1)
- Choice-of-law clauses (1)
- Commercial Law (1)
-
- Commercial contracts (1)
- Computer Law (1)
- Contracts (1)
- Court adjustment (1)
- Disclaimers (1)
- Forum-selection clauses (1)
- Inc. (1)
- Intellectual Property Law (1)
- Law and Technology (1)
- Long-term supply contracts (1)
- New York law (1)
- Publicly-held companies (1)
- Richard Speidel (1)
- Rule of revocability (1)
- Software Licenses (1)
- Warranties (1)
Articles 1 - 5 of 5
Full-Text Articles in Law
Maybe Dick Speidel Was Right About Court Adjustment, Robert A. Hillman
Maybe Dick Speidel Was Right About Court Adjustment, Robert A. Hillman
Cornell Law Faculty Publications
In a symposium to honor Professor Richard Speidel, a giant in the field of contract and commercial law for over four decades, this contribution argues that Speidel may have been correct in asserting that, in limited circumstances, court adjustment of disrupted long-term contracts makes sense. I assert that nothing courts have decided or writers have analyzed since the ALCOA case proves that court adjustment is wrong-headed. But, as with so many policy issues, we may never identify the "best" judicial approach to disrupted long-term contracts because resolution depends on too many variables and unknowns.
The Market For Contracts, Geoffrey P. Miller, Theodore Eisenberg
The Market For Contracts, Geoffrey P. Miller, Theodore Eisenberg
Cornell Law Faculty Publications
Recent empirical work has established that New York supplies the law and forum in nearly half the material commercial contracts of public firms. In this respect New York plays a role for commercial contracts analogous to the role played by Delaware with respect to corporate charters. Is the revealed preference for New York law and forum merely the result of choices made by the contracting parties, or does New York actively compete for this business? This paper describes ways in which New York seeks to attract and retain corporate contracts in competition with other potential providers of law and forum. …
The Flight To New York: An Empirical Study Of Choice Of Law And Choice Of Forum Clauses In Publicly-Held Companies' Contracts, Theodore Eisenberg, Geoffrey P. Miller
The Flight To New York: An Empirical Study Of Choice Of Law And Choice Of Forum Clauses In Publicly-Held Companies' Contracts, Theodore Eisenberg, Geoffrey P. Miller
Cornell Law Faculty Publications
We study choice of law and choice of forum in a data set of 2,882 contracts contained as exhibits in Form 8-K filings by reporting corporations over a six month period in 2002 for twelve types of contracts and a seven month period in 2002 for merger contracts. These material contracts likely are carefully negotiated by sophisticated parties who are well-informed about the contract terms. They therefore provide evidence of efficient ex ante solutions to contracting problems. In prior work examining merger contracts, acquiring firms incorporated in Delaware tended to select Delaware law or a Delaware forum to govern disputes …
Rethinking Consideration In The Electronic Age, Robert A. Hillman, Maureen O'Rourke
Rethinking Consideration In The Electronic Age, Robert A. Hillman, Maureen O'Rourke
Cornell Law Faculty Working Papers
Our fast-paced age of electronic agreements that ostensibly govern transactions as diverse as downloading software, ordering goods, and engaging in collaborative development projects raises questions regarding the suitability of contract law as the appropriate legal framework. While this question arises in many settings, we focus here on the free and open source software (FOSS) movement because of the maturity and success of its model and the ubiquity of its software. We explore in particular whether open source licenses are supported by consideration, and argue that they are, and that open source licenses are contracts. We further argue that a contractual …
Warranties And Disclaimers In The Electronic Age, Robert A. Hillman, Ibrahim Barakat
Warranties And Disclaimers In The Electronic Age, Robert A. Hillman, Ibrahim Barakat
Cornell Law Faculty Publications
This paper reports on software-licensor express warranty and disclaimer practices on the Internet. Our data show that virtually all of the websites and End User License Agreements (EULAs) we sampled include express warranties on the website and disclaimers of the warranties in the EULAs that may erase all or much of the quality protection. Next, the paper reviews the reasons why consumers generally do not read their e-standard forms despite the prevalence of disclaimers and other adverse terms. We then argue that e-commerce exacerbates the problem of warranties and disclaimers and that lawmakers should address this issue. We contend that …